HomeMy WebLinkAbout2019-002 (EVWD)Resolution No. 2019-2
RESOLUTION NO. 2019-2
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF
THE CITY OF SAN BERNARDINO, CALIFORNIA,
APPROVING THE PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY, CITY WATER DEPARTMENT,
AND EAST VALLEY WATER DISTRICT (EVWD)
WHEREAS, in November 2017, the City of San Bernardino, the City of San Bernardino
Municipal Water Department, East Valley Water District, and the San Bernardino Valley
Municipal Water District entered into a global settlement agreement to resolve all disputes
related to East Valley Water District's Sterling Natural Resources Center and the City's Clean
Water Factory;
WHEREAS, pursuant to the settlement agreement, the City, City Water Department and
East Valley Water District agreed to negotiate and execute the transfer of certain property and
assets; and
WHEREAS, on November 27, 2018, the Water Board of the City of San Bernardino,
California, approved the Purchase and Sale Agreement with East Valley Water District and
forwarded said agreement to the Mayor and City Council for approval.
BE IT RESOLVED BY THE MAYOR AND CITY. COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are incorporated herein by this
reference.
SECTION 2, The Mayor and City Council hereby approve the Purchase and Sale
Agreement (Exhibit "1") and authorize the City Manager to execute said agreement.
SECTION 3. That the City Council finds this Resolution is not subject to the California
Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty, as in this case, that there is no possibility that
the activity in question may have a significant effect on the environment, the activity is not
subject to CEQA.
SECTION 4. Severability. If any provision of this Resolution or the application thereof
to any person or circumstance is held invalid, such invalidity shall not affect other provisions or
applications, and to this end the provisions of this Resolution are declared to be severable.
SECTION 5. Effective Date. This Resolution shall become effective immediately.
APPROVED and ADOPTED by the City Council and signed by the Mayor and attested
by the City Clerk this 2nd day of Jams 2019.
Resolution No. 2019-2
John Valdivia, Mayor
City of San Bernardino
Attest:
Georgeard Hanna, M , City Clerk
Approved as to form:
a Comer
Gary D. Saenz, City Attorney
Resolution No. 2019-2
CERTIFICATION
STATE OF CALIFORNIA)
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO)
I, Georgeann Hanna, MMC, City Clerk, hereby certify that the attached is a true copy of
Resolution No. 2019-2 adopted at a regular meeting held at the 2nd day of January 2019 by the
following vote:
Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ X
1BARRA X
VACANT _
SHORETT K
NICKEL k
RICHARD X
MULVIHILL _
WITNESS my hand and official seal of the City of San Bernardino this 2nd day of Janus 2019.
George Hanna, K64C, City Clerk
PURCHASE AND SALE AGREEMENT
AND IRREVOCABLE ESCROW INSTRUCTIONS
BY AND BETWEEN
CITY OF SAN BERNARDINO
as
"Buyer"
and
EAST VALLEY WATER DISTRICT
as
"Seller"
TABLE OF CONTENTS
Page
ARTICLE I. PURCHASE AND SALE..............................................................•------•---------............1
Section 1.1 Agreement of Purchase and Sale.................................................................1
Section 1.2 Purchase Price .............................................................................................. 1
Section 1.3 Payment of Purchase Price .................................
Section1.4 Deposit......................................................................................................... 1
Section 1.5 Deposit as Liquidated Damages...................................................................2
Section 1.6 Escrow Holder.............................................................................................2
ARTICLE 11. TITLE AND SURVEY.............................................................................................2
Section 2.1 Delivery of Title Documents.......................................................................2
Section 2.2 Title Examination .....................
Section 2.3 Pre-Closin Map" Title Defects.................................................................4
Section 2.4 Permitted Exceptions.......................................................
Section 2.5 Conveyance of Title ......................................
ARTICLE III. REVIEW OF PROPERTY ....................................................................................... 4
Section 3.1 Right of Inspection .............................................
Section 3.2 Right of Termination During Inspection Period
ARTICLE IV. CLOSING
...............................4
...............................5
--------------------------5
Section 4.1
Time and Place ............................................................................................. 5
Section 4.2
Seller's Obli ations At or Prior to Closing ..................................................5
----•---------------------------------------_...12
Section 4.3
Buyer's Obligations at or Prior to Closing..................................................6
Section 8.1
Section4.4
Prorations-....................................................................................................
6
Section 4.5
Transaction Taxes and Closing Costs ..........................................................6
Section 4.6
Conditions Precedent to Obligationuyer
.....................................
Section 4.7
Conditions Precedent to Obligation of Seller
..............................................8
ARTICLE V. REPRESENTATIONS AND WARRANTIES.........................................................8
Section 5.1 Representations and Warranties of Seller....................................................8
Section 5.2 Representations and Warranties of Buyer..................................................10
Section 5.3 Deemed Re -Made At Closi iia .............
Section 5.4 Survival of Representations and Warranties .............................
ARTICLE VI. COVENANTS......................................................
....... 11
Section 6.1 Seller Covenants------------------------•-------------............----......................-----------.11
Section 6.2 No Encumbrance ..........................................................................•-------......11
ARTICLE VII. DEFAULT ............................................................................................................ 12
Section 7.1
Default by Buyer ...................................
Section 7.2
Default by Seller .......................................•
----•---------------------------------------_...12
ARTICLE VIII. CONDEMNATION---------•-------------------•-•---------.....................-----------------------------.12
Section 8.1
Definition of Terms--•
................................................•--------------------------------12
Section 8.2
Distribution of Award
................................................................................ 12
ARTICLE IX. MISCELLANEOUS ......
13
Section9.1
Assignment...........................•-.............------...........------.........__._..............---.13
Section9.2
Notices.......................................................................................................13
Section9.3
Modifications..............................................................................•---...........14
Section 9.4
Entire Agreement ..............................................
Section 9.5
Further Assurances ....................................
Section 9.6
Counterparts .................................................
Section 9.7
Facsimile Signatures ..........................• --•-------..............------------------........-----15
Section9.8
Severabilin'....................................•----•.................-------•--...---................_-_..15
Section 9-9
Applicable Law...........................•--.......................------
Section 9.10
No Third Party Beneficiary
........................................................................15
Section9.11
Captions.....................................................................................................15
Section 9.12
Construction ....................................
Section 9.13
Recordation .............................
Section9.14
Exlubits...................................................................................................... 15
Section 9.15
Date of Performance ..................................................................................15
Section 9.16
Attome s' Fees......................•------•----•-•--........--••------------•...--•----------•--...--_.15
Section9.17
Survival ...................................................................................................... 15
EXHIBITS
A - DESCRIPTION OF LAND
B - EASENUaiT
C - FORM OF DEED
D-1 - FORM OF FIRPTA CERTIFICATE
D-2 FORM OF CALFIRPTA CERTIFICATE
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PURCHASE AND SALE AGREEMENT
AND IRREVOCABLE ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND IRREVOCABLE
ESCROW INSTRUCTIONS (this "Agreement'I is made as of 2018 (the
"Effective Date"), by and between CITY OF SAN BERNARDINO ("Buyer"), and EAST
VALLEY WATER DISTRICT ("Seller").
ARTICLE L
PURCHASE AND SALE
Section 1.1 Agreement of Purchase and Sale. Subject to the terms and
conditions hereinafter set forth, Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, the following:
(a) that certain parcel of land situated in San Bernardino, County, California,
consisting of approximately 21.6 acres of unimproved land (APNs 1192-231-01 and 1192-241-
01) as more particularly described in Exhibit "A" attached hereto and made a part hereof;
together with all rights and appurtenances pertaining to such property, including any right, title
and interest of Seller in and to adjacent streets, alleys or rights-of-way (the "Property').
(b) any buildings, structures, fixtures and other improvements, remaining
affixed to or located on the Property at Close of Escrow (the property described in clause (b) of
this Section 1.1 being herein referred to collectively as the "Improvements") except the easement
described in Exhibit `B" attached hereto and made a part hereof, which is reserved to Seller.
Section 1.2 Purchase Price.
(a) Seller is to sell and Buyer is to purchase the Property for the amount of the
balance of funds at close of escrow held by Buyer in a restricted account identified as the East
Trunk Sewer Fund.
Section 1.3 Payment of Purchase Price.
(a) The Purchase Price shall be payable in full through Escrow at Closing in
cash by wire transfer of immediately available funds to Escrow Holder prior to the Closing.
Section 1.4 Deposit Within two (2) business days of the execution and
delivery of this Agreement, Buyer shall deposit into an escrow ("Escrow') with First American
Title Company (the "Escrow Holder"), having its office at 1855 W. Redlands Blvd. Suite 100
Redlands, California 92373, Attention: Cheryl Zanini (Escrow No. ), a fully
executed original of this Agreement and together with the sum of TWENTY FIVE THOUSAND
DOLLARS ($25,000.00) (the ` enosit '). At the Closing, the Deposit shall be applied against
the Purchase Price.
Section 1.5 Deposit as Liquidated Damages. THE DEPOSrr AND
ADDITIONAL DEPOSITS THEN RELEASED TO SELLER SHALL BE RETAINED BY
SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY
AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED AS A RESULT OF
BUYER'S DEFAULT OR IN THE EVENT BUYER FAILS TO PAY ANY ADDITIONAL
DEPOSIT THEN DUE. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL
DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED OR BUYER
FAILS TO MAKE AN ADDITIONAL DEPOSIT WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING
THIS SECTION 1.5 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND
ADDITIONAL DEPOSITS HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS
THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES, AND AS
SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING
DOES NOT OCCUR DUE TO BUYER'S DEFAULT AND AS SELLER'S SOLE AND
EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH DEFAULT. BY THEIR
SEPARATELY EXECUTING THIS SECTION 1.5 BELOW, BUYER AND SELLER
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE
PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS
REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS
LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS
EXECUTED.
SELLER: BUYER-
EAST
UYER
EAST VALLEY WATER DISTRICT CITY OF SAN BERNARDINO
By: By:
By: By:
Section 1.6 Escrow Holder. Escrow Holder shall hold and dispose of the
Deposit and in accordance with the terms of this Agreement.
ARTICLE II.
TITLE AND SURVEY
Section 2.1 Delivery of Title Documents. Seller has caused to be delivered to
Buyer (a) a current preliminary title report, obtained by Seller at Seller's expense and (b) copies
of all documents referred to in the preliminary title report. The documents referred to in (a) - (b)
of this Section 2.1 are collectively referred to as the "Title Documents").
0)
Section 2.2 Title Examination
(a) During the period beginning as of the Effective Date and ending
2018, (hereinafter referred to as the "Title Ins ection Period"), Buyer
shall have the right to review the Title Documents and otherwise examine the status of title to the
Property.
(b) Seller shall cause to be delivered to Buyer at the Close of Escrow a policy
of title insurance described in this paragraph issued by First American Title Coir i) (the "Title
Poh ). The Title Policy shall be a standard coverage CLTA Owner's Policy of Title Insurance
(Form B, 1970 version, or other form approved by Buyer) in an amount equal to the Purchase
Price, showing title to the Property vested in Buyer, subject only to (i) the pre-printed exceptions
and exclusions, (ii) the Permitted Exceptions (as defined below), (iii) those exceptions to title
commonly known as the Title Company's "Western Regional Exceptions" and a "survey"
exception, and (iv) such other matters as to which Buyer may consent in writing. The Title
Policy shall be issued without reliance on any indemnity of Seller or any third party to induce
Title Company to issue the Title Policy without the prior written consent of Buyer. In addition,
the Title Policy shall include full coverage against mechanics' or materialmen's or design
professionals' liens and shall include such special endorsements reasonably required by Buyer.
At Buyer's option and incremental additional expense, Buyer shall be entitled to obtain an
extended coverage version of the Title Policy excluding item (iii) above by having the Property
surveyed and providing such survey to the title company, but Buyer's performance under this
Agreement shall not be excused if Buyer is unable to obtain such extended title coverage.
(c) Buyer shall notify Seller in writing (the "Title Notice") at least twenty (20)
days prior to the expiration of the Title Inspection Period which exceptions to title (including
survey matters), if any, will not be accepted by Buyer. If Buyer fails to notify Seller in writing
of any exceptions to title by the expiration of the Title Inspection Period, then Buyer shall be
deemed to have approved the condition of title to the Property. If Buyer notifies Seller in writing
that Buyer objects to any exceptions to title, then Seller shall have ten (10) days after receipt of
the Title Notice to notify Buyer in writing (i) that Seller will remove the objectionable
exceptions from title on or before the Closing; or (ii) that Seller elects not to cause such
exceptions to be removed. If Seller fails to notify Buyer in writing of its election within said ten
(10) day period, the Seller shall be deemed to have elected not to cause such exception to be
removed. The procurement by Seller of a commitment for the issuance of the Title Policy (as
defined in Section 2.2 hereof) or an endorsement thereto satisfactory to Buyer in its sole
discretion and insuring Buyer against any title exception, which was disapproved pursuant to this
Section 2.2, shall be deemed a cure by Seller of such disapproval. If Seller gives Buyer notice
under clause (ii) above, then Buyer shall have ten (10) days within which to notify Seller in
writing that Buyer will nevertheless proceed with the purchase and take title to the Property
subject to such exceptions, or that Buyer will terminate this Agreement. If this Agreement is
terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have
any further rights or obligations hereunder (except for any indemnity obligations of either party
pursuant to the other provisions of this Agreement) and each party shall bear its own costs
incurred hereunder. If Buyer fails to notify Seller in writing of its election within said ten (10)
day period, then Buyer shall be deemed to have elected to terminate this Agreement.
Notwithstanding the foregoing, Buyer need not disapprove any monetary lien representing
monies owed (such as deeds of bust, mechanics liens and judgment liens), as Seller hereby
3
agrees to cause all such monetary liens (other than non -delinquent ad valorem real estate taxes,
special taxes and assessments) to be removed prior to Closing. If Seller fails to remove any such
monetary lien prior to Closing, then Buyer shall apply such portion of the Purchase Price as is
necessary to cause the removal of such items prior to Closing, the proceeds of Escrow to be
otherwise distributed to Seller upon Closing shall be reduced by the amount so applied and Seller
shall not be in default hereunder.
Section 2.3 Pre -Closing "Gap" Title Defects. At or prior to Closing, Buyer
may notify Seller in writing (the "Gap Notice") of any objections to title (a) raised in writing by
the Title Company between the expiration of the Title Inspection Period and the Closing and
(b) not disclosed by the Title Company or otherwise known to Buyer prior to the expiration of the
Title Inspection Period. Buyer must give Seller the Gap Notice within ten (10) days of Seller's
written notice to Buyer of the existence of any such new title exceptions including a specific
reference to this Section 2.3. If Buyer sends a Gap Notice to Seller, then Buyer and Seller shall
have the same rights and obligations with respect to such notice as apply to a Title Notice under
Section 2.2(c) hereof.
Section 2.4 Permitted Exceptions. The Property shall be conveyed subject to
the following matters, which are hereinafter referred to as the "Permitted Exceptions":
(a) those matters shown on the preliminary title report that either are not
objected to in writing within the time periods provided in Sections 2.2(c) or 2_3 hereof, or if
objected to in writing by Buyer, are those which Seller has elected not to remove or cure, or has
been unable to remove or cure, and subject to which Buyer has elected or is deemed to have
elected to accept the conveyance of the Property;
(b) the lien of all ad valorem real estate taxes, special taxes and assessments
not yet due and payable as of the date of Closing, subject to adjustment as herein provided, but
specifically excluding any escape assessments or supplemental assessments relating to the period
prior to the Closing; and
(c) local, state and federal laws, ordinances or governmental regulations,
including but not limited to building and zoning laws, ordinances and regulations, now or
hereafter in effect relating to the Property.
Section 2.5 Conveyance of Title. At Closing Seller shall convey the Property
to Buyer by execution and delivery of the Deed (as defined in Section 4.2(a) hereof).
ARTICLE M.
REVIEW OF PROPERTY
Section 3.1 Right of Inspection. During the period beginning as of the date
hereof and ending at 5:00 p.m. (PST) on 2018 (the "Inspection Period"),
Buyer shall have the right to:
Property.
(a) Perform, or hire consultants to perform, a physical inspection of the
4
(b) Inspect, or hire consultants to inspect, the environmental condition of the
Property pursuant to the terms and conditions of this Agreement, and to obtain and review, at
Buyer's sole election and cost, soils, geology, structural and environmental and any other
engineering reports.
(c) Any on-site inspections of the Property shall occur (with twenty-four
hours advance notice to Seller) during normal business hours. Buyer agrees to protect,
indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses,
costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or
resulting from the inspection of the Property by Buyer or its agents or consultants, and
notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and
hold harmless Seller shall survive the Closing or any termination of this Agreement. However,
in no event shall the above indemnity apply to the discovery of Property information from
Buyer's investigations, regardless of the impact of that information on the value of the Property.
Buyer shall keep the Property free and clear of any mechanic's liens or materialmen's liens
arising out of Buyer's entry onto the Property. Following any entry upon the Property, Buyer
shall restore the Property to the condition which existed prior to such entry. Buyer's entry upon
the property is conditioned upon the issuance of a certificate of insurance showing Seller listed
as an additional insured with a general liability insurance policy with liability coverage of not
less than Two -Million Dollars ($2,000,000.00) per occurrence.
Section 3.2 Right of Termination During !Mpection Period. If for any reason
whatsoever Buyer determines that the Property is unsuitable for Buyer's acquisition, Buyer shall
have the right, prior to the expiration of the Inspection Period, to give Seller written notice of such
determination. If Buyer gives such notice, this Agreement shall terminate and neither party shall
have any further obligations hereunder (except for any indemnity obligations of either party
pursuant to the other provisions of this Agreement), each party shall bear its own costs incurred
hereunder, and Buyer shall provide Seller with copies of all studies, reports and analyses
produced by Buyer and its representatives, agents and employees during the Inspection Period,
with the exception of financial reports, marketing studies, legal matters and any other materials
that Buyer reasonably determines are proprietary, privileged or confidential. Buyer's failure to
give Seller a notice of termination prior to the expiration of the Inspection Period shall be deemed
as Buyer's waiver of termination. In the event of a termination by Buyer under this paragraph,
the Deposit shall immediately be refunded to Buyer.
ARTICLE N.
CLOSING
Section 4.1 Time and Place. The closing of the transaction contemplated
hereby (the "Closing") shall be held at the offices of Escrow Holder at the address set forth under
Section 9.3 ("Notices") thirty (30) working days following the "Inspection Period" (as defined
above). The date upon which the Closing occurs is referred to herein as the "Closing Date."
Holder:
Section 4.2 Seller's Obligations Prior to. At, or After Closing. Seller shall:
(a) no less than one (1) business day prior to Closing, deliver to Escrow
E
(i) a duly executed and notarized grant deed (the "Deed") in the form
attached hereto as Exhibit "C", conveying the Property, subject only to the Permitted Exceptions;
(ii) such evidence as the Title Company may reasonably require as to
the authority of the person or persons executing documents on behalf of Seller,
(iii) FIRPTA and CALFIRPTA certificates in the form attached hereto
as Exhibits "D-1" and "D-2" duly executed by Seller;
(iv) such affidavits as may be customarily and reasonably required by
the Title Company,
(v) an executed closing statement reasonably acceptable to Seller, and
(vi) such additional documents as shall be reasonably required to
consummate the transaction contemplated by this Agreement.
(b) at Closing deliver to Buyer possession and occupancy of, the Property,
free and clear of all rights of third parties to possession or use of the Property except for the
rights held by third parties under the Permitted Exceptions.
Section 4.3 Buyer's Obligations at or Prior to Closing. Not less than one (1)
business day prior to Closing, Buyer shall deliver to Escrow Holder:
(a) the full amount of the Purchase Price less the Deposit, as provided in
Section 12 hereof,
(b) such evidence as the Title Company may reasonably require as to the
authority of the person or persons executing documents on behalf of Buyer,
(c) such affidavits, as may be customarily and reasonably required by the
Title Company;
(d) an executed closing statement reasonably acceptable to Buyer, and
(e) such additional documents as shall be reasonably required to consummate
the transaction contemplated by this Agreement.
Section 4.4 Proration. All taxes and assessments levied against the Property,
if any, shall be prorated and apportioned as of 12:01 a.m., on the day of Closing as if Buyer were
vested with title to the Property during the entire day upon which Closing occurs.
Section 4.5 Transaction Taxes and Closing.
(a) Seller and Buyer shall execute such returns, questionnaires and other
documents as shall be required with regard to all applicable Property transaction taxes imposed
by applicable federal, state or local law or ordinance;
(b) Seller shall pay the fees of any counsel representing Seller in connection
with this transaction. Seller shall also pay the following costs and expenses:
6
(i) one-half of the Escrow fee, if any, which may be charged by the
Escrow Holder or Title Company;
Policy,
(ii) a title insurance premium amount equal to a standard CLTA Title
(iii) the fees for recording the Deed,
(iv) any documentary transfer tax or similar tax which becomes
payable by reason of the transfer of the Property; and
(c) Buyer shall pay the fees of any counsel representing Buyer in connection
with this transaction. Buyer shall also pay the following costs and expenses:
(i) one-half of the fee, if any, which may be charged by the Escrow
Holder or Title Company; and
(ii) if Buyer has requested an extended ALTA coverage title policy,
the cost of such extended coverage policy, and endorsements thereto, to the extent that those
costs exceed the cost of the Standard CLTA Title Policy.
(d) All costs and expenses incident to this transaction and the Closing hereof,
and not specifically described above, shall be paid by the party incurring same; and
(e) The provisions of this Section 4.5 shall survive the Closing.
Section 4.6 Conditions Precedent to Obligation of Buyer. The obligation of
Buyer to consummate the transaction hereunder shall be subject to the fiMhnent on or before the
date of Closing of all of the following conditions, any or all of which may be waived by Buyer in
its sole discretion:
(a) Seller shall have delivered to Buyer all of the items required to be
delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those
provided for in Section 4.2 hereof,
(b) All of the representations and warranties of Seller contained in this
Agreement shall be true and correct in all material respects as of the date of Closing;
(c) As of the date of Closing, Seller shall have performed and observed in all
material respects, all covenants and agreements of this Agreement to be performed and observed
by Seller;
(d) No material physical change shall have occurred to the Property from the
Effective Date up to the date of Closing, with the exception of any changes to the Property
caused by Buyer, and
(e) The Title Company shall be irrevocably committed to issue the Title
Policy.
Section 4.7 Conditions Precedent to Obligation of Seller. The obligation of
Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the
date of Closing of all of the following conditions, any or all of which may be waived by Seller in
its sole discretion:
(a) Seller shall have received the Purchase Price as provided herein, and
payable in the manner provided for in this Agreement;
(b) Buyer shall have delivered to Seller all of the items required to be
delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those
provided for in Section 4.3 hereof,
(c) All of the representations and warranties of Buyer contained in this
Agreement shall be true and correct in all material respects as of the date of Closing; and
(d) Buyer shall have performed and observed, in all material respects, all
covenants and agreements of this Agreement to be performed and observed by Buyer as of the
date of Closing.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Section 5.1 Representations and Warranties of Seller. Seller hereby makes
the following representations and warranties to Buyer as of the Effective Date:
(a) Organization and Authority. Seller is a County Water District duly
organized and validly existing under the laws of the State of California. Seller has the full right
and authority to enter into this Agreement and to transfer all of the Property and to consummate
or cause to be consummated the transaction contemplated by this Agreement. The person
signing this Agreement on behalf of Seller is authorized to do so.
(b) Pending or Threatened Actions. There is no action, suit, arbitration,
unsatisfied order or judgment, government investigation or proceeding pending, or to Seller's
knowledge, threatened against Seller or the Property.
(c) Condemnation. Seller has received no notice of any pending or threatened
condemnation proceedings relating to the Property.
(d) Violations. Seller has not received notice of any uncured violation of any
federal, state or local law relating to the use or operation of the Property.
(e) Authorization. This Agreement has been, and on the Closing Date, all
documents to be executed by Seller hereunder will have been, duly authorized, executed and
delivered by Seller, and constitute and will constitute the valid and binding obligations of Seller
enforceable against it in accordance with their respective terms.
(f) Zoning. The Property is in compliance with all applicable zoning
ordinances and the Permitted Exceptions.
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(g) No Violations. The execution and delivery of this Agreement, and all
other documents to be executed by Seller hereunder, compliance with the provisions hereof and
thereof and the consummation of the transactions contemplated hereunder and thereunder will
not result in (a) a breach or violation of (i) any governmental requirement applicable to Seller or
the Property now in effect; (ii) the organizational documents of Seller; (iii) any judgment, order
or decree of any governmental authority binding upon Seller, or (iv) any agreement or instrument
to which Seller is a party or by which it is bound; (b) the acceleration of any obligation of Seller,
or (c) the creation of any lien, encumbrance or other matter affecting title (other than the
Permitted Exceptions) to the Property.
(h) Environmental Matters. To Seller's knowledge:
(A) no underground tanks are located on the Property;
(B) no above ground tanks are located on the Property
(C) no enforcement, cleanup, removal or other governmental or
regulatory actions have, at any time, been instituted or threatened with respect to the Property,
(D) there is no current or prior violation or state of noncompliance with
any environmental law relating to hazardous substances with respect to the Property;
(E) no claims have been made or threatened by any third party with
respect to the Property relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from or related to any hazardous substance;
(F) there are no current or prior businesses engaged in the storage,
treatment or disposal of hazardous substances on any property adjacent to the Property, and
(G) Seller has not conducted, will not conduct, and shall not have any
obligation to conduct any investigation to discover or ascertain what toxic and/or hazardous
substances, if any, may have been used, disposed of, manufactured, released and/or stored upon
the Property prior to the date of Seller's signing of this Agreement. Buyer has the right to
conduct, at Buyer's expense, testing of the Property so as to determine the presence of any toxic
and/or hazardous substance thereon. Seller hereby agrees to hold Buyer harmless and free of
liability for any hazardous materials Buyer may discover upon the Property in the event Buyer
fails to successfully close the Escrow.
(i) Legal Parcel. The Property is a legal lot or parcel which for all purposes
may be mortgaged, conveyed and otherwise dealt with as separate parcel and is taxed as a
separate legal parcel.
6) Tax Withholding. Buyer is not required to withhold taxes from the
payment of sale proceeds to Seller under the Internal Revenue code or any applicable state,
commonwealth or local tax laws.
(k) Easements and Other Agreements. Seller is not in default in complying
with the terms and provisions of any of the covenants, conditions, restrictions, right-of-way or
easements constituting one or more of the Permitted Exceptions. Seller is reserving an easement
9
for a water well and ingress and egress thereto for the purpose of operations, managing, repair
and maintenance of said well.
(1) No Operating Agreements. There are no contracts, leases, licenses,
instruments or other rights affecting the Property, including without limitation its upkeep, repair,
maintenance or operation, which will survive or otherwise be enforceable against Buyer
following the Closing Date.
(m) Material Facts. Neither this Agreement nor any certificate, statement or
other document furnished or to be furnished to Buyer by or on behalf of Seller in connection
with the transactions contemplated hereunder and the Exhibits hereto contains or will contain
any untrue statement of a material fact or omits or will omit to state a material fact necessary in
order to make the statements contained herein or therein not misleading.
(n) Indemnity. Seller hereby indemnifies and holds Buyer harmless from any
and all losses, damages, costs, liabilities and expenses, including, without limitation, reasonable
attorneys' fees (and those fees incurred upon any appeals) incurred or suffered by Buyer as a
result of the breach by Seller of any of the representations and warranties contained in this
Agreement, the failure by Seller to comply with any of the covenants contained in this
Agreement or any other default by Seller under the terms of this Agreement;
(o) Except as otherwise provided in this Agreement, SELLER MAKES NO
WARRANTY OF ANY NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED IN
FACT, OR IMPLIED IN LAW, RELATING TO ANY MATERIAL CHARACTERISTIC,
ELEMENT OR CONDITION OF THE PROPERTY, NOR ANY WARRANTY OF FITNESS,
FOR ANY EXISTING OR INTENDED PURPOSE, USE OR ACTIVITY; BUYER AGREES,
SUBJECT TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES
SET FORTH IN THE AGREEMENT, TO PURCHASE THE PROPERTY "AS IS" AND
"WITH ALL FAULTS"
Section 5.2 Representations and Warranties of Buyer. Buyer hereby makes the
following representations and warranties to Seller as of the Effective Date:
(a) Organization and Authority. Buyer is a public agency duly organized and
validly existing under the laws of the State of California. Buyer has the full right and authority
to enter into this Agreement and to consummate or cause to be consummated the transaction
contemplated by this Agreement. The person signing this Agreement on behalf of Buyer is
authorized to do so.
(b) Pending Actions. There is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending or to Buyer's knowledge, threatened
against Buyer which, if adversely determined, could individually or in the aggregate materially
interfere with the consummation of the transaction contemplated by this Agreement.
(c) Remediation. If as a result of any environmental testing, remedial
measures are required to cure any environmental degradation of the Property, such remediation
shall be at Buyer's expense only upon the successful Closing.
10
(d) In_ .demnity. Buyer hereby indemnifies and holds Seller harmless from any
and all losses, damages, costs, liabilities and expenses, including, without limitation, reasonable
attorneys' fees (and those fees incurred upon any appeals) incurred or suffered by Seller as a
result of the breach by Buyer of any of the representations and warranties contained in this
Agreement, the failure by Buyer to comply with any of the covenants contained in this
Agreement or any other default by Buyer under the terms of this Agreement. Section 1.5 sets
forth the damages which Seller is entitled to receive as a result of Buyer's failure to close Escrow
and this Section 5.21d1 applies only to other breaches by Buyer. Section 1.5 only limits Seller's
rights hereunder for Buyer's failure to close Escrow.
(e) Buyer hereby accepts responsibility to determine whether any portion of
the Property is within a special study zone as designated under the Alquist-Priolo Geologic
Hazard Act.
(f) Buyer hereby accepts responsibility to determine whether any portion of
the Property lies within the boundaries of a one hundred (100) year flood plain as determined by
the Federal Emergency Management Agency (FEMA).
Section 5.3 Deemed Re -Made At Closing. By closing the purchase and sale of
the Property, each of Buyer and Seller shall be deemed to have re -made, as of the Closing Date,
the respective representations and warranties made by them above to the other party, except for
matters, if any, set forth on a schedule of exceptions to representations and warranties delivered to
Escrow Holder and the other party at least one (1) business day prior to the Closing Date.
Section 5.4 Survival of Representations and Warranties. The representations
and warranties of Seller and Buyer set forth in Section 5.1 and Section 5.2, respectively, and
deemed re -made as of the Closing Date, shall survive Closing for a period of one (1) year.
ARTICLE VI.
COVENANTS
Section 6.1 Seller Covenant.
Seller hereby covenants with Buyer as follows:
(a) Operation of Property. From the Effective Date until the Closing or
earlier termination of this Agreement, Seller shall operate and maintain the Property in a manner
generally consistent with the manner in which Seller has operated and maintained the Property
prior to the date hereof. Without Buyer's prior written consent, which shall not be unreasonably
withheld, Seller shall not agree to transfer or transfer any interest in the Property or encumber the
Property or permit the Property to be encumbered.
(b) . Without Buyer's prior written consent, which shall not be
unreasonably withheld, Seller shall not enter into any leases of all or any portion of the Property
between the Effective Date and the Closing.
Section 6.2 No Encumbrance. Buyer covenants that it will not cause any
encumbrance upon the Property, including, but not limited to, final tract map, assessment district,
11
bonding encumbrance, or any other encumbrance, prior to the Close of Escrow without the
express written consent of the Seller.
ARTICLE VII.
DEFAULT
Section 7.1 Default by Buyer. If the sale of the Property as contemplated
hereunder is not consummated due to Buyer's default hereunder, Seller shall be entitled, as its
sole and exclusive remedy, to terminate this Agreement and receive liquidated damages pursuant
to Section 1.5 hereof.
Section 7.2 Default by Seller. If the sale of the Property as contemplated
hereunder is not consummated due to Seller's default hereunder, Buyer shall be entitled to all of
its remedies at law or in equity including without limitation the right to specifically enforce this
Agreement, which Seller acknowledges would be an appropriate remedy in the event of Seller's
default hereunder.
ARTICLE VIII.
CONDEMNATION
Section 8.1 Definition of Terms. The following terms used in this Section
shall mean as such terms are defined below:
(a) Condemnation or Condemned. "Condemnation" or "Condemned" shall
mean the exercise of, or intent to exercise, the power of eminent domain expressed in writing, or
the filing of any action or proceeding for such purpose by any person, entity, body, agency or
authority having the right or power of eminent domain (the "Condemning Authority" herein),
and shall include a voluntary sale by Seller to any such Condemning Authority, either under the
threat of condemnation or while condemnation proceedings are pending, and the Condemnation
shall be deemed to occur upon the actual physical taking of possession pursuant to the exercise
of said power of eminent domain.
(b) Minor Taking. "Minor Taking" shall mean that only a portion of the
Property is Condemned and that such taking does not materially adversely affect Buyer's plan as
determined by Buyer in its reasonable discretion. In the event of a Minor Taking, this
Agreement shall continue in full force and effect as to the remainder of the Property, the
Condemnation proceeds shall be paid to Seller and the Purchase Price shall be reduced by an
amount equal to the Condemnation proceeds paid to Seller.
Section 8.2 Distribution of Award. If the Property or any portion thereof is
condemned (other than through a Minor Taking) prior to the conveyance thereof to Buyer, Buyer
shall have the right to terminate this Agreement by giving written notice to Seller within a period
of fifteen (15) business days following receipt of written notice from Seller of such
Condemnation and referencing the procedure in this Section 8.2. If Buyer so elects to terminate,
Buyer shall receive a refund of the Deposit. Failure of Buyer to give such notice shall be deemed
to be an election not to terminate this Agreement. If Buyer elects not to terminate this
12
Agreement, the award from the Condemning Authority up to the amount of the Purchase Price
(adjusted for prorations and closing costs as set forth herein) shall be paid to Seller, the Purchase
Price shall be reduced by the amount so paid to Seller and Buyer shall acquire the remaining
portions of the Property at the Closing as set forth herein. If all of the Property is taken through
Condemnation, the award from the Condemning Authority up to the amount of the Purchase Price
shall be paid to Seller, and the balance shall be payable to Buyer.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Assienment Subject to the provisions of this Section 9.1, the terms
and provisions of this Agreement are to apply to and bind the permitted successors and assigns of
the parties hereto. Buyer may assign its rights under this Agreement if Buyer and the proposed
assignee execute and deliver to Seller an assignment and assumption of this Agreement in form
and substance reasonably satisfactory to Seller. In no event shall any assignment of this
Agreement release or discharge Buyer from any liability or obligation hereunder.
Section 9.2 Notices. Any notice pursuant to this Agreement shall be given in
writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery,
(c) United States Mail, postage prepaid, registered or certified mail, return receipt requested, or
(d) legible facsimile transmission, sent to the intended addressee at the address set forth below, or
to such other address or to the attention of such other person as the addressee shall have
designated by written notice sent in accordance herewith. Any notice so given shall be deemed to
have been given upon receipt or refusal to accept delivery, or, in the case of facsimile
transmission, as of the date of the facsimile transmission provided that an original of such
facsimile is also sent to the intended addressee by means described in clauses (a), (b) or (c) above.
Unless changed in accordance with the preceding sentence, the addresses for notices given
pursuant to this Agreement shall be as follows:
If to Buyer: City of San Bernardino
Andrea M. Miller, City Manager
290 N. D Street, San Bernardino, CA 92401
Telephone No. (909) 384-5122
Email: Miller An@sbcity.org
City of San Bernardino
Municipal Water Department
Miguel Guerrero, General Manager
397 Chandler Place, San Bernardino, CA 92408
Telephone No. (909) 384-5191
Email: Miguel.Guerrero@sbmwd.org
with copies to: City of San Bernardino
Gary D. Saenz, City Attorney
290 N. D Street, San Bernardino, CA 92401
Telephone No. (909) 384-5355
13
Email: Saenz_Ga@sbcity.org
Andrew M. Hitchings
Somach Simmons & Dunn
500 Capitol Mall, Suite 1000
Sacramento, CA 95814
Telephone No. (916) 446-7979
Email: ahitchings@somachlaw.com
If to Seller: East Valley Water District
John Mura, General Manager
3111 Greenspot Road
Highland, CA 92346
Telephone No. (909) 885-4900
Facsimile No. (909) 889-5732
with copies to: JC Law Firm
5871 Pine Avenue, Suite 200
Chino Hills, CA 91709
Attention: Jean Cihigoyenetche, Esq.
Telephone No. (909) 941-3382
Facsimile No. (909) 941-3384
If to Escrow Holder: First American Title Company
1885 W. Redlands Blvd. Suite 100
Redlands, California 92373
Attention: Cheryl Zanini
Telephone No. (909) 889-0311
Section 9.3 Modifications. This Agreement cannot be changed orally, and no
executory agreement shall be effective to waive, change, modify or discharge it in whole or in
part unless such executory agreement is in writing and is signed by the parties against whom
enforcement of any waiver, change, modification or discharge is sought.
Section 9.4 Entire Agreement. This Agreement, including the exhibits and
schedules hereto, contains the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersedes all prior written or oral agreements and understandings
between the parties pertaining to such subject matter, other than any confidentiality agreement
executed in connection with the Property.
Section 9.5 Further Assurances. Each party agrees that it will execute and
deliver such other documents and take such other action, whether prior or subsequent to Closing,
as may be reasonably requested by the other party to consummate the transaction contemplated by
this Agreement.
14
Section 9.6 Counterparts. This Agreement may be executed in counterparts,
all such executed counterparts shall constitute the same agreement, and the signature of any party
to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
Section 9.7 Facsimile Signatures. In order to expedite the transaction
contemplated herein, telecopied signatures may be used in place of original signatures on this
Agreement or any document delivered pursuant hereto. Seller and Buyer intend to be bound by
the signatures on the telecopied document, are aware that the other party will rely on the
telecopied signatures, and hereby waive any defenses to the enforcement of the terms of this
Agreement based on the form of signature.
Section 9.8 Severability. If any provision of this Agreement is determined by
a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall nonetheless remain in full force and effect; provided that the invalidity or unenforceability
of such provision does not materially adversely affect the benefits accruing to any party
hereunder.
Section 9.9 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. Buyer and Seller agree that the
provisions of this Section 9.9 shall survive the Closing or any termination of this Agreement.
Section 9.10 No Third Party Beneficiary. The provisions of this Agreement and
of the documents to be executed and delivered at Closing are and will be for the benefit of Seller
and Buyer only and are not for the benefit of any third party; and, accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents to be executed and
delivered at Closing.
Section 9.11 Captions. The section headings appearing in this Agreement are
for convenience of reference only and are not intended, to any extent and for any purpose, to limit
or define the text of any section or any subsection hereof.
Section 9.12 Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and that the normal rule of construction to take
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any exhibits or amendments hereto.
Section 9.13 Recordation. This Agreement may not be recorded by any party
hereto without the prior written consent of the other party hereto. The provisions of this
Section 9.13 shall survive the Closing or any termination of this Agreement.
Section 9.14 Exhibits. All exhibits attached to this Agreement are incorporated
herein by reference.
Section 9.15 Date of Performance. If the date on which any performance
required hereunder is other than a business day, then such performance shall be required as of the
next following business day.
Section 9.16 Attorneys' Fees. In the event of any legal action or other
proceeding between the parties regarding or arising out of this Agreement or the Property, the
15
prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys'
fees, court costs and litigation expenses, as determined by the court.
Section 9.17 Survival_ All covenants and obligations contained in this
Agreement which imply or require performance after the Close of Escrow (including without
limitation all provisions regarding indemnity, release and confidentiality) and all representations
and warranties of the parties contained in this Agreement shall survive one (1) year following the
Close of Escrow.
[Signatures on Following Page]
16
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the Effective Date.
SELLER:
EAST VALLEY WATER DISTRICT
John Mura, General N1ana
BUYER:
CITY OF SAN BERNARDINO
Andrea M. Miller, City Manager
CITY OF SAN BERR`ARDINO
MUNICIPAL WATER DEPARTMENT
__...
... ........ — ...........
Miguel J. Guen-ero, General Manager
17
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the Effective Date.
SELLER-
EAST
ELLER
EAST VALLEY WATER DISTRICT
John Mura, General Manager
",
CI F SAN BERNARDINO
Andrea M. Miller, City Manager
CITY OF SAN BERNARDINO
MUNICIPAL WATER DEPARTMENT
Miguel J. Guerrero, General Manager
17
ACKNOWLEDGMENT
Escrow Holder executes this Agreement below for the purpose of aclutowledging that
will follow, and agrees to be bound by, the provisions hereof.
ESCROW HOLDER:
Fidelity Title Company,
a corporation
By:
Name:
Title:
EXH[BIT A
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Exhibit A
LEGAL DESCRIPTIONS
AFTER LOT LINE ADJUSTMENT
LLA 2018-003
PARCEL A:
ALL THAT PORTION OF THE WEST 1/2 OF LOT 3, BLOCK 62, RANCHO SAN BERNARDINO, IN THE CITY OF SAN
BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 7,
PAGE 2 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE RIGHT OF
WAY OF THE PACIFIC ELECTRIC RAILWAY COMPANY AS CONVEYED TO THE SAN BERNARDINO, ARROWHEAD AND
WATERMAN RAILROAD COMPANY BY DEED DATED JANUARY 2,1888 AND RECORDED IN BOOK 104, PAGE 173 OF
DEEDS.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF STERLING AVENUE WITH THE SOUTH LINE OF THE
EXISTING RIGHT OF WAY OF THE PACIFIC ELECTRIC RAILWAY COMPANY;
THENCE EAST ALONG SAID SOUTH LINE 1985A5 FEET, MORE OR LESS, TO THE EAST UNE OF THE WEST HALF OF
SAID LOT 3;
THENCE SOUTH ALONG SAID EAST LINE 62952 FEET TO ITS INTERSECTION WITH AN EAST AND WEST FENCE LINE;
THENCE WEST 1985.45 FEET, MORE OR LESS, TO THE CENTER LINE OF SAID STERLING AVENUE ATA POINT WHICH
IS 576.87 FEET SOUTH OF THE POINT OF BEGINNING,
THENCE NORTH 576.87 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN BERNARDINO, BY GRANT DEED
RECORDED FEBRUARY 4, 1948 IN BOOK 2118, PAGE 129, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN BERNARDINO, BY GRANT DEED
RECORDED FEBRUARY 4,1948 IN BOOK 2118, PAGE 132, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE EAST SAN BERNARDINO COUNTY WATER
DISTRICT BY GRANT DEED RECORDED APRIL 28,1969 IN BOOK 7017, PAGE 370, OFFICIAL RECORDS.
ALSO EXCEPTING ALL THAT PORTION OF THE WEST ONE HALF OF SAID LOT 3, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN REAL PROPERTY CONVEYED TO EAST SAN
BERNARDINO COUNTY WATER DISTRICT, RECORDED APRIL 28,1969 IN BOOK 7017, PAGE 370, OFFICIAL RECORDS
OF SAID COUNTY AND AS SHOWN ON RECORD OF SURVEY 07-375 RECORDED IN BOOK 143, PAGES 8 THROUGH 12
OF RECORD OF SURVEYS.
THENCE NORTH 88'58'47" EAST ALONG THE SOUTHERLY LINE OF SAID PROPERTY CONVEYED TO EAST SAN
BERNARDINO COUNTY WATER DISTRICT, A DISTANCE OF 116.80 FEET TO THE EAST LINE OF SAID WEST HALF OF
LOT 3;
THENCE SOUTH 00'49'43" EAST ALONG SAID UNE, A DISTANCE OF 211.18 FEET TO THE NORTH LINE OF 3"D STREET;
THENCE SOUTH 88'58'47" WEST ALONG SAID NORTH LINE, A DISTANCE OF 116.80 FEET;
THENCE NORTH 00"49'43" WEST PARALLEL WITH AND 116.80 FEET WESTERLY OF SAID EAST LINE OF THE WEST
HALF OF LOT 3, A DISTANCE OF 211.18 FEET TO THE POINT OF BEGINNING.
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EDIT B
EASEMENT
Recording Requested By
First American Title Company
RECORDING REQUESTED BY
AND
WHEN RECORDED MAIL TO:
City of Sea Berawdino
Mw1cW WataDVwftnent
P.O. Baas 710
1350 Sou* E Street
Seo Bennsdmo, CA 92402
APN:1192 241-01
Electronically Recorded in Oficial Records, County of San Banan
BOB DUTTON
ASSESSOR -RECORDER -CLERK
691 Document Processing Solui
Doc# 2019-0129931 r"es '
Fees
Taxes
CA SB2 Fee
Others
Paid
STERLM PROPERTY EASEMENT
TO EAST VALLEY WATER
DISTRICT
NO FEE PER GOVERNMENT CODE SWIM 6103
- - . I -.. . _._ ..._.. SPACE ABOVE FOR RECORDER's USE
GRANT OF EASEMENT
This Grant of Easement is entered into by and between the City of San Bernardino, a municipal
corporation and chatter city organized and existing under the laws of the State of California,
called Grantor, and East Valley Water District, a municipal corporation, hereinafter called
Grantee.
Grantor in consideration of the mutual promises contained herein, and the public benefit
provided, hereby grants unto Grantee, its successors and assigns, an casement to locate, relocate,
construct, reconstruct, maintain, alter, enlarge, inspect, repair and replace undmVmW pipelines
for the transpodation of water, and all pipes, conduits, manholes, stntctures and equipatent
necessary or convenient thereto, on, under, or across that certain red property described and
shown on Exhibit "B", attached hereto and by this reference made a part hereof.
THUS EASEMENT IS GRANTED SUBJECT TO THE CONDITIONS AS SHOWN ON
EXHIBIT "A" ATTACHED AND MADE A PART HEREOF.
FOR LEGAL DESCRIPTION, SEE EXHIMIT "B" ATTACHED HERETO AND MADE
A PART HEREOF
Grua ofF.asemeat
Cay of sen Benudmo MoicW Water Depemnmt
to Fest valley Water Disa t
APa:1142-241-01
IN WITNESS WIMREOF, said the CITY OF SAN BERNARDINO, a munwvd
corporation and charter city organized and existing under the laws of the State of California,
has caused this instrument to be executed this �-M day of Ul 2019.
GRANTOR
CITY OF SAN BERNARDINO
By:: c,- - C,,,( - 4�6uz
/0� Ae' C Manager -
ATTEST `
City Clerk
APPROVED AS TO FORM:
By: �s 2 -
City Attorney
CnmtofEasemeot
City of 9m Bermudian Municipal Wdw Dgxufteat
ioEast Valley WwwDisziet
nPN.1192-241-01
A Notary Public or other officer completing this ceruncoe verifies only :die '
fiklvi&W who signed the doc urnimt to which ilii c artificaoe is attached, and not the tnrthfulncss,
accuracy, or validity of dist document
STATE OF CAL)FO 1IA � )
COUNTY O r�tl/�/•'
On /!/..%O _ 2019, ore me, _ 1"/A !�!! � s Notaty
Publi personally appeahadq me who proved W 'on tie basis of
satislatdary evidence to be the p n ` whose pr� ibed to . the within
ins7zvment and acknowledged to me that he/seaxecuted tie same in his/lprJ%CdrI_
authorized capaicity�aod that by the inshtnient the persoyF . or
the entity upon behalf of which the pens *Ylaacwd, executed the k%mnent-
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
yAtEFU RMONIM WITNESS ray hand and official SCd.
California Z
R.M2m
o County 2159279Aug 2.2020
Notary Public
GentofFasement
City of Sea Beeoadino Memicipat WakwDcpWUDMI
leaEastvatley Wssw )iswct
APR. 1192441-01
A Notary Public or other officer Meting this cadficft varves only the We>lmly of the
itr lividual who sighed the docanment to which this cxrdficame is sttach4 and not the truthfulness,
accuracy, or vafi ty of that document.
STATE OF CALI[FORNJA)
COUNTY OF &W&Vo/vv
On 2019, b� mei.- ._p a Notary
Public, y appeared .- who proved to nm on the basis of
satisfactory evidence to be the whose is/ibed to the within
itnsfrumeit and rd�� m me that .hE�iatthe�execmed the same i PQ
authorized capacity(' and that by Wh - sngnahu+�(a}tlff$he inshuawnt the s . or
the entity upon behalf of which the pasoy( actu:d, executed the instrument
I certify under PENALTY OF PE UURY under the laws of
the State of California that the foregoing paragraph is true
and correct
- L d _ WITNESS m hand and official seal.
VALERJE ti. MONi'nYA Y
Notary Public - California
z . `� San Bernardino County z
z Commission * 2159279
My Comm. Expires Augug2. 22020
Notary Public
GraotofEmemeat
CiLy of sec Bernardiso mat Wader Defmimmt
to Eart Valley W eerDistriet
APS. -1192-241-01
A Notary Public or other officer completing this catificabe verifies only the identity of the
individual who shed the document to which this certif' nate is attached, and not the trudiftillmls,
accuracy, or validity of that documcuL
STATE OF CALICO )
COUNTY OF_s
On �! 1, 2019, before me, /4�� � a Notary
eared
Publi personally appwho proved lo me on the basis of
satisfactory evidence to be the Mat!* -whose nanie`ts me—subscrfbed to the within
instrument and acknowledged to me that,10shefdeeg'execured flee same in J dfi iier/dieltr
audeoriaed cWacity*1j; ad that by.JdMah V—sipatir+p(eWthe insttwnent the perso�6r
the entity upon behalf of which the pasoyFs�acted, executed the instrwne nt.
I certify under PENALTY OF PE tlURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
VALERIE R. A{0! TOYA WITNESS my hand and official seal.
Notary Public - California
-a San Bernardino County i
Z 'z > �,el 1� Commission # 2159279
My Comm. Expires Aug 2. — ,
-4
Notary Public
Grant of Easement
City of San Bana<duio MuWcipel Water Dement
to Fast Valley Water District
APN:1192--241-01
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real properly conveyed by the within instrurneut to Grants
East Valley Water District, is hereby accepted by order of its governing Board of Directors, ar
Grantee consents to the recordation thereof by its duly authorized officer.
EAST VALLEY WATER DISTRICT
By:
IIS
Grant ofFt
City of San Baawdmo Munkipal Water Department
SO East Vallry Water M met
APN: 1192-241-01
F.7 3 E I M "A"
CONDITIONS
1. Grantee hereby agrees to save and hold harmless Grantor amd its officers or employees
from all sums which Grantor or any of its officers or employees may be obligated to pay
by reason of any liability imposed on them for damages arising out of the performance of
the services rendered by Grantee and caused by any error, omission or act of Grantee or
any person employed by him or her or airy others for whose acts Grantee is legally liable.
Said sums shall include, in the event of legal action, court costs, expenses of litigation
and reasonable attorney's fees.
I Grantor hereby agrees to save and hold harmless Gramm and its departrnants, agencies,
officers or employees from all sums which Grantee or any of its deparanents, agencies,
officers, or employees may be obligated to pay by reason of any liability imposed on
them for damages arising out of the performance of the services rendered by Grantor and
caused by any error, omission or act of Grantor or any person employed by him or hes or
any others for whose acts Grantor is legally liable. Said stuns shall include, in the event
of legal action, court costs, expenses of litigation and reasonable attorney's foes.
3. Grantor reserves the right to use said real property in any manner, provided such use does
not unreasonably interfere with Grantee's rights bereamder. No structures will be erected
within the limits of this easement to include but not limited to buildings, walls, swimming
pools, ponds, fences and similar type structures. Any structures placed within easement
limits without the approval of the Grantee will be removed at the Grantor's expense.
4. No substantial landscape items will be installed within the limits of this easement to
include but not limited to trees, shrubs, landscape walls and similar type landscape
material. Limited groundcover landscaping will be subject to written approval by
Grantee and any landscape grormdcover material previously approved by Grantee, and
placed within casement limits and subsequently removed due to Grantee's activity shall
be replaced by Grantee at Grantee's expense. Any landscape material placed within
easement limits without the approval of the Grantee will be removed at G=Ws
cqmisr-
5. Grantor reserves the right to require Grantee, at Grantee's expense, to remove and
relocate all improvements placed by Grantee upon said real property, upon determination
by Grantor that the same will iomerfere with fudge development of Grantor's property.
Within 180 days after GmntDes written notice and demand for removal and relocation of
the improvements, Grantee shall remove and relocate the improvements to a feasible
location on the property of Grantor, as designated by Grantor provided that Grantor shall
grant Grantee with an easement in such new location, on the same terns and conditions
as herein stated, all without cost to Grantor, and Grantee thereupon shall recomvey to
Grantor the easement herein granted.
Gant of Easement
City of Sm Hanadmo Mmidpd waar Dgwmwat
a East V&Bey water Distrix
APN:1192-241-01
6. Grantee shall assume entim responsibility for all activities under this easement, and
agrees to use due care in any use of the easement herein granted and in the construction,
installation, repair, replacement and maintenance of Grantee's improvements on the
easement area as provided for herein so as not to unreasonably disturb Grantor's use of its
propeny-
7. Any damage caused m Grantor's structures by reason of the exercise of this easement
shall be repaired at the cost of the Grantee to tote full satisfaction of Grantor. Grantee
may be billed with the actual cost to the Grantor, should Chmmae neglect to make any and
such required repairs prompfly.
S. Nothing contained within this easaneat shall be construed as a relinquishment of any
rights currently held by the Department.
EDIT A
�# ' _� J1►
:,— '�e
Exhibit A
LEGAL DESCRIPTIONS
AFTER LOT LINE ADJUSTMENT
LLA 2018-003
PAFAMA:
ALL THAT PORTION OF THE WEST 3/2 OF LOT 3, BLOCK 62, RANCHO SAN BERNARDINO. IN THE CITY OF SAY
BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAPON FILE N BOOK 7,
PAGE 2 Cf MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAD Comm, LYING SOUTH OF THE RIGHT OF
WAY OF THE PACIFIC ELECTRIC RNLWAYCDMPANYASCONVEYED70 THE SAN BERNARDINO.ARRDMNEADAND
WA7ERMW RAILROAD CDMPMIYBY DEED DATED JANUARY 2. 1885 AND RECORDED IN BOOK 104, PAGE 173 OF
DEEDS
EXICB I NGTHEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS.
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF SifltlJNG AVENUE WITH THE SOUTH LINE OF THE
EXISTING RIGHT OF WAY OF THE PACIFIC ELECTRIC RAILWAY CDMPANY;
THENCE EASTALONG SAID SOUTH UNE 198S4S FEET. MORE OR LESS, TO THE EAST UNE OF THE WEST HALF OF
SAID LOT3;
THENCE SOUTH ALONG SAID EAST LINE 629.52 IEETTO ITS INTERSECTION WITH AN EAST AND WEST FENCE UNE;
THENCE WEST 198SAS FEET, MORE OR LESS, TO THE CENTER LRE OF SAID STORM AVENUE ATA POINT WHICH
IS 576.87 FEET SOUTH OFTHE POINTOF BEGINNING;
THENCE NORTH S76.87 FEET TO THE PONTOF BEGINNING.
ALSO DICEP'106 THEREFROM THAT PORTION CONVEYED 70 THE COUNTY OF SAN BERNARDINO, BY GRANT DEED
RECORDED FEBRUARY 46 3949 IN BOOK 2118, PAGE 129, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO IM COUNTY OF SAN BERNARDINO, BY GRANT DEED
RECORDED FEBRUARY 47,1948 IN BOOK 2115. PAGE 132, OFFICIAL RECORDS.
ALSO EXCEPTRYG THEROW01 THAT PORTION CONVEYED TO THE EAST SAN BERNARDINO COUNTY WATER
DISTRICT BY GRANT DEED RECORDED APRIL 25, 3969 IN BOOK 7017, PAGE 37Q, OFFICIAL RECORD6.
MSO EEXCOqlYG ALL THAT PORTION OF THE WEST ONE HALF OF SAID LOT 3, BEING MORE PARTICIAARLY
DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN REAL PROPERTY CONVEYED TO EASTSAN
BERNARDINO COUNTY WATER DISTRICT, RECORDED APRIL 22.1969IN BOOK 7017, PAGE 3706 OFFICIAL RECORDS
OF SAID COUNTYAND AS SHOWN ON RECORD OF SURVEY 07375 RECORDED IN BOOK 113, PAGES 3 THROUGH 12
OF RECORD OF SURVEYS.
THENCE NORTH 88'58'47' EAST ALONG THE SOUTHERLY UNE OF SAID PROPERTY CONVEYED TO EAST SAN
BERNARDINO COUNTY WATER DISTRICT, A DISTANCE OF 116.90 FEETTO THE EAST LINE OF SAID WEST HALF OF
LOT3;
THENCE SOUTH 00'49'43• EASTA ONG SAD LINE. A DISTANCE OF 22LIB FEET TD THE NORTH UNE OF 3w STREET;
THENCE SOUTH 88'3E47' WEST ALONG SAID NORTH UNE, A DISTANCE OF 116.80 FEET;
THENCE NORTH 00'49'43' WEST PARALLEL WITH AND 11680 FEET WESTERLY OF SAID EAST LIE OF THE WEST
HALF OF LOT 3, A DISTANCE OF 21LIS FEET TO THE PONT OF BEGINNING.
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MINT B
LEGAL DESCRIIPTIO 11
BEING A PORTION OF PARCEL OW OF THAT CERTAIN REAL PROPERTY IN THE CITY OF SAN BERNARDINO, COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, AS DESCRIBED IN CERTIFICATE OF COMPLIANCE OF LOT LINE
ADJUSTMENT 2018-003, RECOREDOCTOBER 2. 20111. AS DOCUMENT 2018.0359080, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
THE EAST 15 FEET OF SAID PARCEL'A'.
CONTAMNG 4.121.15 SQ. FT., MORE OR LESS.
SEE MIJBIT Ir ATTACHED HERETO AND MORE A PART HEREOF.
PREPARED BY ME OR UNDER MY SUPERVISION
-7 PLS 8b. 86M
fh - G_'�g EM.12-81-16
S= Sturm, P.L.S. 8549 Date z+�
Expires 22-31-19
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EXHIBIT C
FORM OF DEED
Recording Requested By
First American Title Company
RECORDING REQUESTED BY:
First American Title Company
MAIL TAX STATEMENT
AND WHEN RECORDED(f l IMm-416.
City of San Bernardino
Z4,,-, Nc,(-o-, C) S+,Cc+
San Bemaniino, CA %4-ut
A.P.N.: 1192-241-01-0-000
Ilei L -2'F! -la
EWdronicWhi Recorded in Official Records, County of San Beman
T BOB DUTTON
ASSESSOR -RECORDER -CLERK
691 Document Processing Solut
Do # 2019-0129930 Titles '
Fees
IIIIIIIIIIIIIIIIIIBIIIIIIIIIITaxes
CA w
.
GRANT DEED
Erle No.: SSB -5878368
The Undersigned Gra tw(s) Oeclwgs): DOCUM WARY TIMSM TAX;; C rr TwwsFM TAX$,
SURVEY MONUMENT FEE $
C X I oomph on me cmiWe Ww or eu vawe or pmpeft conveyed, OR
C °°mp'fed on the wnAkmtlan or rur value less value or im m Ver.oxmiki anoes tetaliiing atom or sale,
C I '81l"0° PWAW —; l ) City or san Demardln% and
80VT FROM MWIM HOMO NO MW ACTS FM PM GCV9trWIW CODE 2TNUfaY21
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acimowle aged, East Valley Water District
hereby GRANTS to City of San Bernardino and City of San Bernardino Mrmk*ml Wata Depardnerd
the fnNowing described property in the City of San Bernardino, County of San Bernardino, State
of California:
PARCEL 1: (APH: 1192-241-01-0-000 (OLD); 1192-241-10-0-000 (NEW))
PARCEL A AS SHOWN ON CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT, AS
EVIDENCED BY DOCUMENT RECORDED AUGUST 10, 2018, AS INSTRUMENT NO.18-292347
AND RE-RECORDED OCTOBER 1, 2018, AS INSTRUMENT NO. 18-359080, BOTH OF OFFICIAU
RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
ALL THAT`• PORTION OF THE WEST 1/2 OF LOT 3, BLOCK 62, RANCHO SAN BERNARDINO, IN
THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALLLFORNIA, A!
SHOWN BY MAP ON FILE IN BOOK 7, PAGE 2 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, LYING SOUTH OF THE RIGHT OF WAY OF THE PACIFIC
ELECTRIC RAILWAY COMPANY AS CONVEYED TO THE SAN BERNARDINO, ARROWHEAD ANI
WATERMAN RAILROAD COMPANY BY DEED DATED 37ANUARY 2,1888 AND RECORDED IN
BOOK 104, PAGE 173 OF DEEDS.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF STERLING AVENUE WITH THE
SOUTH LINE OF THE EaSTING RIGHT OF WAY OF THE PACIFIC ELECTRIC RAILWAY
COMPANY;
THENCE EAST ALONG SAID SOUTH LINE 1985AS FEET, MORE OR LESS, TO THE EAST LINE
OF THE WEST HALF OF SAID LOT 3;
THENCE SOUTH ALONG SAID EAST LINE 629.52 FEET TO ITS INTERSECTION WITH AN EAST
Mail Tax Stat emenis To: SAME AS ABOVE
Grant Deed - continued
AND WEST FENCE LINE;
Date: 04/08/2
THENCE WEST 1985AS FEET, MORE OR LESS, TO THE CENTER LINE OF SAID STERLING
AVENUE AT A POINT WHICH IS 576.87 FEET SOUTH OF THE POINT OF BEGINNING;
THENCE NORTH 576.87 FEET TO THE POINT OF BEGINNING.
ALSO E=EPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
BERNARDINO, BY GRANT DEED RECORDED FEBRUARY 46 1948 IN BOOK 2118, PAGE 129,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
BERNARDINO, BY GRANT DEED RECORDED FEBRUARY 4,1948 IN BOOK 2118, PAGE 132„
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE EAST SAN BERNARDINO
COUNTY WATER DISTRICT BY GRANT DEED RECORDED APRIL 28,1969 IN BOOK 7017,
PAGE 370, OFFICIAL RECORDS.
ALSO EXCEPTING ALL THAT PORTION OF THE WEST ONE HALF OF SAID LOT 3, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN REAL PROPERTY CONVEYED
TO EAST SAN BERNARDINO COUNTY WATER DISTRICT, RECORDED APRIL 2B, 1969 IN Boot
7017, PAGE 370, OFFICIAL RECORDS OF SAID COUNTY AND AS SHOWN ON RECORD OF
SURVEY 07-37S RECORDED IN BOOK 143, PAGES 8 THROUGH 12 OF RECORD OF SURVEYS.
THENCE NORTH 88058'47" EAST ALONG THE SOUTHERLY LINE OF SAID PROPERTY
CONVEYED TO EAST SAN BERNARDINO COUNTY WATER DISTRICT, A DISTANCE OF 116.80
FEET TO THE EAST LINE OF SAID WEST HALF OF LOT 3;
THENCE SOUTH 00049'43' EAST ALONG SAID LINE, A DISTANCE OF 211.18 FEET TO THE
NORTH LINE OF 3RD STREET;
THENCE SOUTH 88'58'47' WEST ALONG SAID NORTH LINE, A DISTANCE OF 116.80 FEET,
THENCE NORTH 00049'43' WEST PARALLEL E WITH AND 116.80 FEET WESTERLY OF SAID
EAST LINE OF THE WEST HALF OF LOT 3, A DISTANCE OF 211.18 FEET TO THE POINT OF
BEGINNING.
PARCEL 2: (APN: 1192-231-01-0-000)
ALL THAT PORTION OF LAT 4, AND THE WEST 1/2 OF LOT 3, BLOCK 62, RANCHO SAN
BERNARDINO, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OT
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 7, PAGE 2 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTH OF THE RIGHT OF WAY OF THE
PACIFIC ELECTRIC RAILWAY COMPANY AS CONVEYED TO THE SAN BERNARDINO,
ARROWHEAD AND WATERMAN RAILROAD COMPANY BY DEED DATED 3ANUARY 2,1888 AMC
RECORDED IN BOOK 104, PAGE 173 OF DEEDS.
EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF STERLING AVENUE WITH THE
SOUTH LINE OF THE EXISTING RIGHT OF WAY OF THE PACIFIC ELECTRIC RAILWAY
COMPANY;
Page 2
Grant Deed - continued
Date: 04/08/2+
THENCE EAST ALONG SAID SOUTH LINE 1985A5 FEET, MORE OR LESS, TO THE EAST LINE
OF THE WEST HALF OF SAID LOT 3;
THENCE SOUTH ALONG SAID EAST LINE 629.52 FEET TO ITS INTERSECTION WITH AN EAST
AND WEST FENCE LINE;
THENCE WEST 198SAS FEET, MORE OR LESS, TO THE CENTER LINE OF SAID STERLING
AVENUE AT A POINT WHICH IS 576.87 FEET SOUTH OF THE POINT OF BEGINNING;
THENCE NORTH 576.87 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
BERNARDINO, BY GRANT DEED RECORDED FEBRUARY 4,1948 IN BOOK 2118, PAGE 129,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE COUNTY OF SAN
BERNARDINO, BY GRANT DEED RECORDED FEBRUARY 4,1948 IN BOOK 2118, PAGE 132,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE EAST SAN BERNARDINO
COUNTY WATER DISTRICT BY GRANT DEED RECORDED APRIL 28,1969 IN BOOK 7017,
PAGE 370, OFFICIAL RECORDS.
Page 3
Grant Deed - axifinued
A.P.N.: 1192-241-01-0-O00
Dated: April 08, 2019
East Valley Water District
or, s4U/w
Name: ohn Mura
Title: General friandg
Date-- 0410II/21
Fie No.: SSB -5878W I
A notary public or other officer completing this certificate
verifies only the ideaft of the individual who signed the
UN—
document W which this ongicate is atbKhed, and not the
truthfulness, accuracy, or validity of that document
STATE of _CAJ&Vfj)SS
ODUNTYOF SW FwWaIno
1, L ZD Iq before me, Hcnd�, &Sfy)
On Notary Public, pownally api
who proved -tD me on the basis of saWadmy evidence to be the personof whose nameW is/4pd subscribed to t
instrument and admowledged to me that he/sW%K9 executed the same in hIs/W/tI)dr authorized capacty(iW, am
hisibeffflAr signatureQ4 on the instrument the pmsoi", or the entity upon behalf of which the persorW acted, enact
instrument
I certify under PENALTY OF PENURY under the Lim of the State of Calittimia that the foregoing paragraph is time and torr
WUNESS my hand and official seal.
Holary Sgnahae
Page 4
Tlys area for dVcW ixatarial.saal
J. IIENDRK:KSEN
'x' SAM eERMAROs1U LQLiMtr
. Ny Comm Epps art 15 zoto
Grant need
East valley Water District
to City of San Bematdino Municipal Waw Departmau
APNs:1192 231-01 and 1192-241-01
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
THIS IS TO CERTIFY that the interest in real property conveyed by the within instrument to
Grantee, the City of San Bernardino, a municipal corporation and charter city organized and
existing under the laws of the State of California, is hereby accepted by order of the City
Council, and the Grantee consents to recordation thereof by its duly authorized officer.
Dated-pnl I8, 2019 CITY OF SAN BERNARDINO
By=
EDIT D-1
FORM OF FIRPTA CERTIFICATE
OC%22oo99.2
CERTIFICATE REGARDING FOREIGN INVESTMENT
IN PROPERTY TAX ACT
(ENTITY TRANSFEROR)
Section 1445 of the Internal Revenue Code provides that the transferee of a
United States property interest must withhold tax if the transferor is a foreign person. To inform
City of San Bernardino (`Buyer") that withholding of tax is not required upon the disposition of
a United States Property interest by ("Seller"), and with the knowledge that
Buyer will rely upon the following statements, Seller hereby certifies the following facts to
Buyer:
1. Seller is not a foreign corporation, foreign partnership, foreign trust,
foreign estate or foreign person (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations).
2. Seller's United States Employer Identification Number/Social Security
Number is:
3. Seller's office/home address is
Seller understands that this certification may be disclosed to the Internal Revenue
Service by Buyer and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, the undersigned declare that Uwe have examined this
Certificate and, to the best of my/our knowledge and belief, it is true, correct and complete, and
Uwe further declare that I/we have authority to sign this document on behalf of Seller.
Dated as of .2018 SELLER-
By:
ELLER
By:
Name:
Title:
o0620M.2
.a
EZ�IT D-2
FORM OF CALFIRPTA CERTIFICATE
YEAR Real Estate Withholding Exemption Certificate and
2003 Waiver Request for Non -Individual Sellers
CALJFORNIA FORM
593-W
Read the following and check the appropriate box. See line -by-line instructions, Part 1— Withholding Exemption Certificate.
_-
Part I Withholding Exfi!
Seller's Information
Name
O CA cap. no_ O FEIN 0 SOS file no. O Social security ra.
❑ ❑
businessin California?..........................................................................................................................................................._..................-.............
3 Is the seller a partnership with recorded title to the property in the name of the partnership?
❑ ❑
(If yes, the partnership must still file a California tax relum to report the sale and withhold on foreign and domestic nonresident
partners as required. Get FTB Pub. 1017. Nonresident W thholding Parhnamhip Guidelines, for withholding information.)
4. Is the seller (recorded title holder) a limited liability company (LLC) Ihat is classified as a partnership and is not a disregarded single member
❑ ❑
AddressPrivate
Maur no.
Note: If you do not 1 mish your tax ID
number this certificate is void.
required. Get FTB Pub.1017. Nonresident Withholding Partnership Guidelines, for withholding information.) ............................................... -.......
City, State, ZIP Code
5. Is the seller a tax-exempt entity under aitlrer California or federal law? ......................................................................................-............................
Daytime number
Ownership
percentage
Property address (if no street address, provide
parcel number and county)
Read the following and check the appropriate box. See line -by-line instructions, Part 1— Withholding Exemption Certificate.
YES NO
1. Is the total sales price of this property, before applying your percentage of ownership, $100,000 or less? ................... -................
2 Is the seller a corporation that is either qualified through the California Secretary of State or has a permanent place of
❑ ❑
businessin California?..........................................................................................................................................................._..................-.............
3 Is the seller a partnership with recorded title to the property in the name of the partnership?
❑ ❑
(If yes, the partnership must still file a California tax relum to report the sale and withhold on foreign and domestic nonresident
partners as required. Get FTB Pub. 1017. Nonresident W thholding Parhnamhip Guidelines, for withholding information.)
4. Is the seller (recorded title holder) a limited liability company (LLC) Ihat is classified as a partnership and is not a disregarded single member
❑ ❑
LLC for federal and California income tax purposes?
(If yes, the LLC must still file a CafiFomia tax return to report the sale and withhold on foreign and domestic nonresident members as
required. Get FTB Pub.1017. Nonresident Withholding Partnership Guidelines, for withholding information.) ............................................... -.......
5. Is the seller a tax-exempt entity under aitlrer California or federal law? ......................................................................................-............................
❑ ❑
6. Is the seller an irrevocable trust with at least one trustee who is a California resident? (If yes, the trust must still file a California
❑ ❑
tax retum to report the sale and withhold when distributing California source taxable Income to nonresident beneficiaries as required.
Get FTB Pub.1023, Nonresident Withholding Independent Contractor, Rent & Royalty Guidelines, for withholding information.) ........... _...........
7. Is the seller an estate where the decedent was a California resident at the time of death? (If yes, the estate must still file a California fiduciary
❑ ❑
tax return to report the sale and withhold when distributing California source taxable Income to nonresident beneficiaries as required.
Get FTB Pub. 1023, Nonresident Withholding Independent Contractor, Rent & Royalty Guidelines, for withholding Information.) ..........................
8 Is the seller a bank or a bank acting as a fiduciary for a trust?................................................................................................................................
❑ ❑
9. Is the seller an insurance company, Individual Retirement Account (IRA), or qualified pension/profit sharing plan? ................................................
❑ ❑
Under penalties of perjury. I hereby certify that the information provided above is, to the best of my knowledge, true and correct. if conditions change, I
will promptly inform the withholding agent I understand that completing this form does not exempt me from filing a California income or franchise tax return to
report this sale.
Sellers name and We (type or print)
Sellers signature pate.
If you answered 'YES' to any of the above questions, STOP HERE. You are exempt from the real estate withholding requirements. Provide this form to your
escrow company or the buyer (withholding agent).
If you answered 'NO' to all of the above questions, you are subject to the real estate withholding requirements. The required withholding is 31/3 percent of the
total sales price. Do you expect your tax liability from the sale of this property to be substantially less than that amount? If so, would you like to request a
reduced amount of withholding?
❑ Yes. Complete the Withholding WaiwEa Request (Part II) and send I to the Franchise Tax Board.
❑ No. STOP HERE. Your escrow officer will withhold 31/3 percent of the total sales price and send it to us on your behalf. Obtain the sellers
copy of Form 597, Real Estate Withholding Tax Statement, from the escrow officer to attach to your California income tax return when
you file and claim the amount withheld.
Withholding Agent If you have a requirement to withhold, complete Forth 597, Real Estate Withholding Tax Statement, and send one copy to us with the
withholding payment and give two copies to the seller. Refer to the Forth 597 Instructions.
2003
Part 11 Withholding Waiver Request (please print or type)
seller's Information
CMFOMIA FOR11 i
593-W
Name of self (r more tumor one, we Part n - Wll Wdlrrg Waver Request Instrucilm far raddple savers)
Seller's Entity Type
❑ Corporation
O S Corporation
❑ Estate
O TnW
❑ California�y corporation no. E3 FEIN
Escrow company or officer FAX number
telephone number
t
Mailing address
Private Mall= no.
Seller's social security number (SSN)
7 Gift 7 1031 Exchange
City, state and ZIP Code (province, country, and postal zone)
Seders ernal address
Seller's adjusted basis:
Daytime number
Ownership
percentage
Provide a brief explanation of your reason fox requesting a waiver or reduced withholding. See instructions for examples of situations for which a
waiver or reduced withholding is allowed and fox the required information and documentation.
ra.n.rJa Ai;rr.T.r F.irr.T:I
Property address (if no street address, provide Parcel number and county)
Escrow company email address
Seller acquired property by (check one):
Escrow company or officer FAX number
telephone number
t
Date seller acquired Property
7 Purdrase Zi Inheritance
❑ Foreclosure/Repossession
7 Gift 7 1031 Exchange
call (666) 792-1900 U.S. toMrse
Seller's adjusted basis:
or (916) 845-4900
3 other
Purchase price $
Add: improvements
Use of property at time of sale:
❑ Rental / Commercial
❑ Vacant land
Less: depreciation
❑ Secondary / Vacation home
❑ 00ter (attach explanation)
Adustad basis $
Len th of time used for this purpose: Years Months
Provide all required documentation listed in the instructions.
o-crrmm rn*nrmmrsnn
Name and address of escrow company
Escrow company email address
Name of escrow officer Escrow number
Escrow company or officer FAX number
telephone number
t
Total sales price of properly before applying your ownership interest
Estimated close of escrow date
=" =F a rrrrurrnauun
Name of buyer (see Part II -Withholding Waiver Request Instructions if more than one) I Buyers social security number (SSN)
and street, PO box or rural rade)
Country,
Under penaties of perjury, I hereby certify that the Information provided above is, to the best of my knowler
promptly inform the withholding agent and the Franchise Tax Board. I understand that completing this form
income or franchise tax return to report this sale.
Sellers name and title (type or print)
Sellers signature
ox No. ❑ California oration no_ E3FEIN
Bu er s spouse's SSN if applicable
'
us and cored. If conditions change, I will
not exempt me from filing a Califomia
Date:
Side 2 Form 593-W c2 (NEW 12-2002) 1 593W0303 I For Privacy Act Notice, get form FTB 1131.